Piccadily Agro Industries Ltd Directors Report

Dear Share Holders,

Your Directors have the pleasure in presenting their 31st Annual Report together with Audited Accounts of the Company for the year ended 31^st March 2025.

FINANCIAL RESULTS:

(Rs. In lacs)

Particulars	Consolidated		Standalone
	2024-25	2023-2024	2024-25	2023-24
Revenue from operations	88625.65	82812.45	88625.65	82812.45
Other income	655.13	81.69	655.13	81.69
Total Income	89280.77	82894.14	89280.78	82894.14
(Increase)/decrease of Stock in trade	(8893.36)	(749.75)	(8893.36)	(749.75)
Profit before Interest , Depreciation, Tax & Exceptional items	22902.08	14183.71	19143.55	14363.52
Less : Interest	2784.76	1572.12	2782.86	1570.21
Depreciation	1946.95	1820.53	1944.97	1818.68
Profit from Exceptional Item*	(0.09)	(2938.99)	(0.09)	(2938.99)
Profit before Tax	14220.23	14637.37	14415.72	14813.36
Provision for Tax	3497.77	3327.57	3497.77	3327.57
Deferred Tax	214.72	182.67	214.73	182.68
Earlier years	237.65	89.63	237.65	89.63
Net Profit	10270.18	11037.50	10465.57	11213.48
Transfer to Profit & Loss A/c	10270.18	11037.50	10465.57	11213.48

1) REVIEW OF THE OPERATIONS a) Sugar Mill

Sugar Mill commenced crushing operations for the season 2024-25 on 18-11-2024 and closed on 26-03-2025. The comparative operational results over the last two seasons are as follows:

Particulars	Season 2024-2025	Season 2023-2024
Duration (Days)	126	130
Sugarcane Crushed (Quintals)	5421418.29	5603012.87
Recovery (%)	9.80	9.75
Sugar produced in quintals	533730	548730

During the season, the mill operated for 126 days and crushed 54.21 lac quintals of sugar cane. The Sugar Mill has produced 533730 quintals of Sugar at an average recovery of 9.80%. The mill also produced 232981 quintals of molasses at an average recovery of 4.28 The Sugar unit of the company has achieved turnover & other income of Rs. 25419.70 lacs .

b) Distillery

The Distillery unit has achieved a turnover & other income of Rs.63861.08 lacs and production details are as under: i) Country liqour

The Distillery has produced 6603074 cases of Malta, under Country liquor category during the year 2024-25.

The brands of the distillery i.e. Malta 50 Degree proof & other brands continue to be well accepted by the people and have become popular brand in the State of Haryana.

ii) Indian Made Foreign Liquor (IMFL)

The Company has produced 142495 cases of Indri (Single Malt Whisky), 10916 cases of Camikara Rum and 89740 cases of Whistler whisky under the Indian Made Foreign Liquor (IMFL) category. The company is under process of making more Indian made foreign liquor (IMFL) products / brands.

The company has received overwhelming response for Indri (Single Malt Whisky) from & Camikara Rum from international markets also.

c) Malt Plant

The 10 Kilo Liters per Day Malt Plant to produce Malt Spirit made from Barley is running perfectly. The quality of Malt Spirit produced thereat is of very high standards. The unit has produced 3333192.69 bulk liters of Malt Spirit during the year 2024-25.

d) Ethanol

During the year the company has produced 3738283 bulk liters of Ethanol from Grain/ENA which has been supplied to various oil manufacturing companies.

2. STANDALONE RESULTS:

Your Directors are pleased to state that the year under review ended with the total income of the Company on standalone basis at Rs. 89280.78 lacs with a Profit before Tax (PBT) of Rs. 14415.72 lacs against the income of Rs 82894.14 lacs and Profit before Tax of Rs. 14813.36 lacs in the previous year. Your Company is continuously putting efforts to increase margins by increasing sales on high margin products and product mix optimization. This has resulted in better margins in the sale of products in the distillery division.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of the company for the year ended on 31^st March 2025 comprises the Standalone Financial Statements of company and its associates (together referred to as the group )

The Consolidated revenue of the company during the year under review was Rs. 89280.77 lacs with a Profit before Tax of Rs. 14220.23 lacs against revenue of Rs. 82894.14 lacs and profit before tax of Rs. 14637.37 lacs in the previous year.

4. DIVIDEND

The Board of Directors of your company, after considering ongoing new projects & expansion plans has decided that it would be prudent to conserve the funds for the ambitious plans.

Board has decided not to recommend any dividend for the financial year under review.

5. EXPANSION PLANS

Your company has subscribed 4,00,000 ordinary Shares of GBP 1 during the year and is holding entire Share capital 2142001 ordinary Shares in M/s Portavadie Distillers & Blenders Limited at United Kingdom to establish a distillery in Scotland to make an entry in distillery segment of foreign markets.

Your company is establishing a distillery of 210 KLPD in the state of Chhattisgarh. Land has already been purchase. Change of land use has already been obtained. The civil work & erection of plant & machinery is nearing completion .The trial runs of the plant shall be as per Schedule.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2025 stood at Rs 94.33 Crore consisting of 94339280 equity Shares of Rs.10/- each . During the year under review, the company has not issued Shares or convertible securities or Shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

During the year company has issued 672041 Convertible warrants @ 744/- per warrant. Warrants are converted into 672041 Equity Shares on 12/06/2025 upon receiving the full payment. The company has made Listing application to the Exchanges.Listing Approval from the BSE Limited has already been received on 04.07.2025 and approval of NSE Limited is under consideration.

The company has also issued 2849448 Compulsory Convertible Debentures@ 744/- per debenture having coupon rate of interest 10 %. Each Debenture will be converted into one equity share upon exercising the option to convert by the Debenture Holders with in a period of one year from the date of allotment i.e. on or before 09/09/2025.

During the year company has issued 636943 Convertible warrants @ 785/- per warrant. Each warrant is converted into One Equity Shares on 19/12/2024.

During the year company has got the approval from the shareholders of the company for the issuance of 991479 Equity shares to the employees of the company under Piccadily Agro Industries Limited Employees Stock Option Scheme -2024 . Company has already granted 235045 stock options to the employees.

7. SUBSIDIARY/ASSOCIATE COMPANY

The Company has Two subsidiaries as per following details:

S.No Name of Company

1. Portavadie Distillers & Blenders Limited

2. Six Trees Drinks Private Limited

Associate Company

The Company has one associate at the end of the financial year i.e. M/s. Piccadily Sugar and Allied Industries Limited,

Pursuant to provisions of Section 129 and other applicable provisions of the Act read with Rules made there under, the performance and financial position of the subsidiaries/associate company are annexed in Form AOC-1 and marked as "Annexure-C" to the Annual Financial Statements.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL (a) Independent Directors

All the Independent Directors (IDs) have provided declaration u/s 149(6) of the Act and Regulation 16(1) of the SEBI (LODR) Regulations, 2015, confirming that they meet the criteria of independence as laid down under the said Section/ Regulation. The Directors also confirm that they are not disqualified to be appointed as Directors and they have not been debarred by SEBI to hold the office of Director.

(b) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Dharmendra Kumar Batra (Din no. 07947018) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment.

(c) Appointment/Re-appointment/ Cessation of Directors

Mr. Harvinder Singh Chopra (Din no. 00129891) re-appointed as Managing Director of the Company w.e.f. 02^nd August, 2025 for a period of one year till 01/08/2026 subject to the approval of shareholders in the forthcoming Annual General Meeting.

Mr. Dharmendra Kumar Batra (Din no. 07947018) re-appointed as Whole-time Director of the Company w.e.f. 29^th June, 2025 for a period of one year till 28^th June 2026 subject to the approval of shareholders in the forthcoming Annual General Meeting.

(d) Number of meetings of Board of Directors

During the year under review 12 (Twelve) meetings of the Board of Directors were held to transact the business of the company. The time gap between the two consecutive meetings was not exceeding 120 days. Details of the Board meetings including attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this report.

(e) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ( SEBI Listing Regulations ).

The performance of the Board and Committees thereof was evaluated on the basis of the criteria such as the composition and structure, effectiveness of processes, information, involvement of the Members and functioning etc. The Board reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive discussion and inputs in meetings, etc.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the performance of the Board as a whole was evaluated. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The review concluded by affirming that the Board as a whole, the Committees of the Board as well as all of its Members, individually, continued to display commitment to good governance, ensuring a constant improvement of processes and procedures. It was further acknowledged that every individual Member of the Board and the Committee thereof contribute its best in the overall growth of the organization.

(f) Details of Familiarization Programme

The details of the programme for familiarization of independent directors with the company, their roles, rights, responsibilities in the company, nature of industry in which the company operates and related matters are posted on the website of the company at www.piccadily.com.

(g) Committees of Board

Pursuant to requirement under Companies Act , 2013 & Listing Regulations the Board has constituted the following committees : a) Audit Committee b) Stakeholder Relationship Committee. c) Nomination & Remuneration Committee d) Corporate Social Responsibility Committee. e) Risk management committee The details of committees viz composition, number of meetings held & attendance of committee members in the meeting are given in Corporate Governance Report forming part of Annual Report.

(h) Key Managerial Personnel

During the financial year ended March 31, 2025 the following persons are the Whole Time Key Managerial Personnel (KMP) of the Company in term of provision of section 203 of the Companies Act, 2013.

Sr. No. Name	Designation
1. Mr. Harvinder Singh Chopra	Managing Director
2. Mr. Balinder Kumar (Resigned on 08.11.2024)	Chief Financial Officer
3. Mr. Dharmendra Kumar Batra	Whole-time Director
4. Mr. Niraj Kumar Sehgal	GHT>Company Secretary
5. Mr. Natwar Aggarwal	Chief Financial Officer
(Joined on 08.11.2024)

9. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or board under section 143(12) of act and rules framed there under.

10 STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company is presented as part of Management Discussion and Analysis Report in a separate section forming part of this report, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

11. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the company subsequent to the close of the financial year 2024-25 till the date of report.

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the regulators or Courts or Tribunal which would impact the going concern status of the company and its future operation. However, Members attention is drawn to the statement on Contingent Liabilities and commitments in the notes forming part of the financial statement.

13. DEPOSITS

Your company has not accepted any deposits from the public during the year. Further there is not any non-compliance of Chapter 5 of Companies Act 2013 and rules framed there under.

14. RISK MANAGEMENT

Your company carries out a periodical exercise to identify various risks involved in the business & operations of the company. After identification, such risks are assessed for the degree of risks involved and accordingly steps are taken to mitigate those risks. The objective of such exercise is to mitigate the probable adverse impact on business operations and thus enhance the competitiveness. The risk assessment process of the company defines the risk management approach at all levels across the organization including determination of the degree of risks and proper steps to be taken to avoid the probable harm. The Board is updated periodically on the risks identified and steps taken for mitigating them the company has already formulated policy and committee for that purpose.

15. LISTING WITH STOCK EXCHANGE

The Company s share continues to be listed at the BSE Limited (BSE). During the year Equity shares of the company are also listed on National Stock Exchange Limited (NSE). The Annual Listing fee for the financial year 2025-26 has already been paid.

16. REMUNERATION POLICY

The Company has adopted a Remuneration Policy for executive and non-executive directors and persons who are appointed in Senior Management and Key Managerial positions and to determine their remuneration. The remuneration policy is placed on the Company s website

Disclosure of the ratio of the remuneration of each director to the median employees remuneration and other requisite details pursuant to section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel Rules 2014, is annexed to this Report as

Annexure F.

Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the Act. the Report and Accounts are being sent to the Members of the Company and others entitled thereto, excluding the said particulars of employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days up to the ensuing AGM. Any Member interested in obtaining such particulars may write to the Company Secretary.

17. AUDITORS & AUDIT REPORT

a. Statutory Auditors

M/s Jain & Associates, the Statutory Auditors of the company were appointed by the members at the 28^th Annual General meeting of the company for an initial term of 5 years i.e. from the conclusion of 28^th Annual General Meeting till the conclusion of 33^rd Annual General meeting of the company pursuant to section 139 of the Companies Act 2013.They have confirmed that they are not disqualified from continuing as Auditors of the company.

The Auditors Report does not contain any qualification, reservation or adverse remark. The Notes on Financial statements referred to in the Auditors report are self-explanatory and do not call any further comments.

b. Secretarial Auditors

The Board has, subject to the approval of the Shareholders, approved the appointment of P Chadha & Associates (Peer Review Certificate No. 1671/2022), Practicing Company Secretaries, as Secretarial Auditor of the Company for a term of five consecutive years commencing from financial year 2025-2026 to financial year 2029-2030.

The Secretarial Audit Report for the financial year ended March 31, 2025 is attached as Annexure -1 of this Report.

The Auditors Report does not contain any qualification, reservation or adverse remark.

c. Cost Auditors

The Board of Directors upon recommendation of the Audit committee appointed Mr. Sanjeev .K. Bansal, Cost Accountant as the Cost Auditor of the company to conduct cost audit for its Sugar & Distillery unit for the financial year 2025-26.M/s Sanjeev K Bansal & Associates, Cost Accountants, firm Registration no. 103128 has submitted a certificate of eligibility for appointment.

The Cost Audit Report for the financial year ended March 31, 2024 was filed with the appropriate authorities within the prescribed time.

18. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the company.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134 (3)(m) of the Companies Act 2013 read with rule 8 of the Companies (Accounts) Rules 2014, the information relating to the conservation of the energy, technology absorption and foreign exchange earnings and outgo, is annexed and forms part of the report as per Annexure-B .

20. RELATED PARTY TRANSACTIONS

The Board has framed a Policy on related party transactions and placed the same on the Company s website.

The related party transactions between the Company and the Directors, Key Management Personnel, the subsidiaries, or the relatives have been disclosed in the financial statements in Notes to Financial Statements and compliance of Section 188(1) of the Act have been duly made wherever applicable.

Details of material contracts or arrangements at arms length basis are at Annexure –D.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act,2013 are given in the notes to the Financial Statements, and however there is no transaction during the year.

22. INTERNAL CONTROLS

The Company has over the years evolved effective systems and procedures to ensure internal financial controls in all its establishments to ensure orderly and efficient conduct of its business, including adherence to Company s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Audit Committee evaluates the internal financial control system periodically.

An effective communication/ reporting system operates between the Units and Corporate Office to keep various establishments abreast of regulatory changes and ensure compliances.

23. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the company.

24. EXTRACT OF ANNUAL RETURN

A copy of Annual Return for the year 2023-24, is available on the Company s website www.piccadily.com

The Annual Return for the year 2024-25 will be uploaded after filing with the Registrar of Companies in due course.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE-CSR REPORT

(CSR) Policy has been posted on the website at www.piccadily.com. In compliance with the disclosure about CSR Policy Rules, 2014. During the year under review, the Company was required to spend Rs. 1,29,90,614 /- on CSR activities. The Company has spent Rs. 1,40,09,062/-. The amounts have been spent on Promoting health care including preventive health care (Blood donation camp & Medicines), Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled and livelihood enhancement projects (Donation of bicycles & Shoes to school going children & water Coolers) Conservation of natural resources and maintaining , quality of soil, air & water.

The detailed report as per Section 135 of the Companies Act, 2013 read with the Companies (CSR Policy) Rules, 2014 has been attached as Annexure E.

26. ENVIRONMENT / POLLUTION CONTROL, HEALTH AND SAFETY:

A clean environment and safe operations has always been top priority of the management. Safety of all employees, compliances of environmental regulations and preservation of natural resources are regularly monitored. The effluent and emissions from the plants are regularly monitored and treated. The company has also installed Zero Liquid Discharge (ZLD) facilities.

27. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE& POLICIES

Pursuant to regulation 34 (3) of SEBI (Listing obligation and disclosure requirements) 2015.Management discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the Annual Report as per Annexure-G .

Your board has in accordance with the requirements of Companies Act 2013 & SEBI (Listing obligation and disclosures requirement) 2015 has adopted policies such as Related Party Transaction, Corporate Social Responsibility Policy, Whistle Blower , Vigil Mechanism policy etc. These policies are available on the website of the company and can be viewed on www.piccadily.com.

Your board has in accordance with the requirements of Companies Act 2013 &SEBI (Listing obligation and disclosure requirements) 2015, has formed Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Audit Committee & Stakeholders relationship Committee and Risk Management Committee is given in "Annexure-G".

28. VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy/Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Company s code of conduct. The aforesaid policy has also been uploaded on the Company s website.

29. INSURANCE

The Company has taken adequate Insurance policies for its assets against the possible risks like fire, flood, public liability, marine etc.

30. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSED ACT 2013)

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 , the Company has constituted Internal Complaints Committees at all its workplaces. There has been no complaint reported in this regard to any of the Committees.

A statement with respect to the status of compliance with the provisions relating to the Maternity Benefit Act, 1961-NIL

31. EMPLOYEES AND INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workmen in all its establishments.

Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the Act, the Report and Accounts are being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days up to the ensuing AGM. Any Member interested in obtaining such particulars may write to the Company Secretary.

32. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 134 (3) (c) and section 134(5) of the Companies Act 2013, Directors state that:

a) sound accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

b) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

c) the Annual Accounts have been prepared on a going concern basis;

d) proper internal financial controls have been laid to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

33. SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

34. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by any regulatory authority or courts or tribunals impacting the going concern status and the Company s operations in future.

35. OTHER DISCLOSURES

1 . There is no application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-2025.

2 . There was no instance of one-time settlement with any Bank or Financial Institution.

36. APPRECIATION

The Directors acknowledge the cooperation, assistance and support extended by Central Government, State Governments, Banks, Financial Institutions, Dealers, Sugarcane farmers, Society at large, Vendors and valued shareholders of the Company. The Directors also to place on record their appreciation for the all-round co-operation and contribution made by the employees at all levels.

	For Piccadily Agro Industries Limited
	Sd/-	Sd/-
	(Dharmender Kumar Batra)	(Harvinder Singh Chopra)
Date: 12.08.2025	Wholetime Director	Chairman & Managing Director
Place : Gurugram	DIN No. 07947018	DIN No. 00129891